Telefonica SEC Filings

Telefônica Brasil S.A. recalculated the per-share amount of its previously declared Interest on Capital because it repurchased some of its own shares under its share buyback program. The gross amount per share was adjusted from R$ 0.10945864515 to R$ 0.10952537999, with withholding income tax of 15% increasing from R$ 0.01641879677 to R$ 0.01642880700. As a result, the net amount per share rose from R$ 0.09303984838 to R$ 0.09309657299. Shareholders on record at the end of December 29, 2025 will be entitled to this Interest on Capital, and after that date the shares will trade ex-interest. The payment is scheduled to be executed by April 30, 2026 on a date to be defined by the Board of Directors.

Telefônica Brasil S.A. reports that its Fiscal Council unanimously approved a proposal to declare interest on capital based on the November 30, 2025 balance sheet in the gross amount of R$350,000,000.00, or R$297,500,000.00 net of withholding income tax. The proposal sets a gross amount of R$0.10945864515 per share, or R$0.09303984838 net, with the final per-share value subject to change due to the Company’s share buyback program.

Shareholders of record at the end of December 29, 2025 will be entitled to this interest on capital, and the shares will trade ex-IoC after that date. The net IoC amount will be included in the minimum mandatory dividend for the fiscal year ending December 31, 2025, subject to approval at the ordinary general meeting to be held in 2026, with payment to be made by April 30, 2026 on a date to be set by the executive board.

Telefônica Brasil S.A. approved the declaration of interest on capital based on the November 30, 2025 balance sheet, totaling R$350,000,000.00 gross, or R$297,500,000.00 net of withholding tax.

The amount corresponds to a provisional IoC of R$0.10945864515 per common share gross and R$0.09303984838 net, calculated on the shareholding position of November 28, 2025, which may change due to the Company’s share buyback program and the share position to be verified on December 29, 2025.

The IoC will be credited to shareholders of record at the end of December 29, 2025, with shares trading ex-IoC thereafter, and the net amount will be attributed to the mandatory dividend for the fiscal year ending December 31, 2025, subject to approval at the 2026 ordinary general meeting and payable by April 30, 2026 on a date to be set by the Board of Directors.

Telefônica Brasil S.A. approved a new interest on capital distribution to shareholders based on the balance sheet dated November 30, 2025. The Board authorized a gross amount of R$350,000,000.00, with 15% income tax withholding, resulting in a net total of R$297,500,000.00.

The declared gross amount per share is R$0.10945864515, with a net amount per share of R$0.09303984838, calculated on the shareholding position of November 28, 2025. Shareholders of record at the end of December 29, 2025 will be entitled to receive the payment, and the shares will trade ex-IoC after that date. The proceeds are scheduled to be paid by April 30, 2026 and will be treated as part of the mandatory dividends for the 2025 fiscal year, subject to approval at the 2026 ordinary shareholders’ meeting.

Telefônica Brasil S.A. reported that its Audit and Control Committee reviewed and unanimously supported a proposal to reduce the company’s share capital by R$4,000,000,000.00. The planned reduction would lower capital from R$60,071,415,865.09 to R$56,071,415,865.09 and would be carried out by reimbursing shareholders in cash, without canceling any shares, so each investor’s ownership percentage would stay the same. The change also requires amending the company’s bylaws. The proposal must still be approved by the Board of Directors and an extraordinary shareholders’ meeting, and, under Brazilian law, implementation is subject to a 60‑day period. Once completed, the company expects to pay the capital reimbursement individually to shareholders by July 31, 2026, in a single installment following the procedures of B3 and the share bookkeeping institution.

Telefônica Brasil S.A. reported that its Fiscal Council unanimously approved a proposal to reduce the Company’s capital stock by R$4,000,000,000.00. The reduction would be carried out without canceling shares and would reimburse shareholders for part of the value of their shares, lowering the capital stock from R$60,071,415,865.09 to R$56,071,415,865.09, while keeping each shareholder’s ownership percentage unchanged.

The measure still depends on approval at an extraordinary shareholders’ meeting and will follow a 60-day period provided for in Brazilian corporate law. After the reduction is implemented, the Company plans to pay the reimbursed amount in a single installment by July 31, 2026, on a date to be set by management, with payment made individually and proportionally to all shareholders.

Telefônica Brasil S.A. approved a proposal to reduce its share capital by R$4,000,000,000.00 through a cash reimbursement to shareholders, without canceling any shares. The reduction would lower capital from R$60,071,415,865.09 to R$56,071,415,865.09, while each investor’s ownership percentage in the company remains the same. The board also approved an amendment to Article 5 of the bylaws to reflect the new capital and agreed to call an extraordinary shareholders’ meeting to vote on the plan. If shareholders approve, the reduction will observe a 60-day legal period, and payment of the reimbursed amount must occur in a single installment by July 31, 2026, on a date to be set by management.

Telefônica Brasil S.A. announced that its Board of Directors approved a proposal for a capital stock reduction of R$4.0 billion. The reduction would occur without cancelling shares and would return cash to shareholders in local currency, in a single installment to be paid by July 31, 2026, on a date to be set by management. The operation is intended to improve the company’s capital structure and provide more flexibility in how it allocates capital, while seeking a balance between funding needs and value creation for shareholders. The proposal will be submitted to an extraordinary shareholders’ meeting, and, if approved, its implementation will be subject to a 60-day period starting from the publication of the meeting minutes, as required by Brazilian corporate law.

Telefônica Brasil reports that its indirect subsidiary Telefônica Infraestrutura e Segurança Ltda. has completed the acquisition of all shares of Telefônica Cibersegurança e Tecnologia do Brasil Ltda. (CyberCo Brasil) from Telefónica Cybersecurity & Cloud Tech, S.L. for up to R$232 million. Of this amount, R$212 million was paid in a single installment at signing and up to R$20 million may be paid in 2027 as an earn-out tied to CyberCo Brasil’s 2026 service revenue. CyberCo Brasil will also acquire certain perpetual software licenses from Telefónica Cybersecurity & Cloud Tech, S.L. for R$48 million, paid in a single installment.

CyberCo Brasil provides integrated cybersecurity and information security solutions, supported by a team of more than 300 specialists. The transaction is intended to expand Telefônica Brasil’s information security portfolio, optimize and integrate service offerings and sales, accelerate launches, and reinforce its growth strategy in digital, customer-centric solutions. The company states that the deals required no additional regulatory authorizations beyond its internal governance and followed an independent valuation, which concluded that the negotiated amounts are aligned with market practice and the business’s economic potential.